Last updated: May 15, 2018
These Terms & Conditions (the “Terms”) are a legal agreement between you and APCO Worldwide LLC and its global affiliates, subsidiaries, and divisions as may change from time to time (collectively, “APCO,” “we,” “us,” and “our”). These Terms apply to any APCO website that includes a link to these Terms (each a “Website” and together, the “Services”).
You acknowledge and agree that by accessing or using the Services or by uploading or posting any User Content (as defined below), you, your heirs, and assigns (collectively “you”) are indicating that you have read, understand, and agree to be bound by these Terms. If you do not agree to these Terms, then you must stop accessing or using the Services.
We may revise these Terms to reflect changes to the Services, our users’ needs, our business priorities or changes in laws and regulations. We will give you notice of such revisions in accordance with legal requirements. Every time you use the Services, please check these Terms to ensure you understand the terms that apply at that time. If you do not agree to, or cannot comply with, the modified Terms, you must stop using the Services. Your continued use of the Services after any such update constitutes your binding acceptance of such changes. The Terms were most recently updated on the effective date listed at the top of this document (the “Effective Date”).
1. INFORMATION ABOUT US
The Services are controlled and operated by APCO from its offices located at 1299 Pennsylvania Avenue, NW, Suite 300, Washington, DC 20004, in the United States of America. To contact us, please see our “contact us” page.
To use the Services you must be, and represent and warrant that you are, of legal age (18 years of age or older) and able to agree to these Terms. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). If APCO has previously prohibited you from accessing or using the Services, you are not permitted to access or use the Services.
3. ACCOUNT REGISTRATION AND USE
You may be required to or be able to create an account to use parts of the Services. If so, during the registration process, you must select a user name and password and provide us with additional information. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your user name and password. You are responsible for notifying us at the contact information below if you become aware of any unauthorized use of or access to your account.
4. OUR PROPRIETARY RIGHTS
The Services are owned and operated by APCO and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by APCO and its partners, as well as certain third parties, and are protected by copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws.
You agree to abide by all applicable copyright and other laws. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by APCO and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of APCO and such others.
You agree to protect the proprietary rights of APCO and all others having rights in the Services during and after the term of these Terms and to comply with all reasonable written requests made by APCO or its suppliers and licensors of content or otherwise to protect their and others’ contractual, statutory, and common law rights in the Services. You agree to notify APCO immediately upon becoming aware of any claim that the Services infringe upon any copyright, trademark, or other contractual, statutory, or common law rights.
All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Services shall, as between you and APCO, at all times be and remain the sole and exclusive property of APCO. Any unauthorized use of any material contained on or through the Services may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
5. USER CONTENT AND SUBMISSIONS
5.1 User Content and Posts. The Services may enable you to submit, post, upload, or otherwise make available (collectively, “Post”) photographs, reviews, questions, comments, public messages, ideas, designs, concepts, inventions, feedback, and other content (collectively, “User Content”) that may or may not be viewable by other users.
5.2 Our License to User Content. You acknowledge that when you Post User Content on or through the Services, the User Content shall be deemed, and shall remain. APCO’s property. APCO does not provide any compensation for User Content submitted to APCO. You agree that User Content that you Post on or through the Services shall be deemed to be non-confidential and nonproprietary, and APCO shall have no obligation of any kind with respect to such information. When you Post User Content on or through the Services, you grant APCO a world-wide, perpetual, irrevocable, royalty-free, non-exclusive, and sub-licensable license to use, copy, distribute, reproduce, modify, edit, adapt, publicly perform, publicly display, translate, create derivative works from, sell, lease, transmit, communicate to the public, disassemble, and publish such User Content, in whole or in part, in any format or medium now known or developed in the future, for any purpose whatsoever, unless expressly agreed otherwise in writing by APCO. Further, APCO shall be free to use any ideas, concepts, know-how or techniques contained in User Content for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products incorporating such information.
5.3 User Content Representations. You represent that you have all required rights to Post or transmit such User Content without violation of any third-party rights. You understand that APCO does not control, and is not responsible for, User Content, and that by using the Services, you may be exposed to User Content from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. You agree that you will indemnify, defend, and hold harmless APCO for all claims resulting from User Content you Post. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.
5.4 User Content Review. You acknowledge and agree that APCO reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit or remove any User Content that is contributed to the Services. Additionally, APCO has the right to remove any User Content that violates these Terms or is otherwise objectionable in APCO’s sole discretion. You acknowledge and agree that APCO does not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.
6. LICENSE AND PROHIBITED CONDUCT
6.1 Your License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sub-licensable, non-transferable, and revocable right to access and use the Services only for your own internal, personal, or non-commercial use, and only in a manner that complies with these Terms. APCO may revoke this license at any time, in its sole discretion. Upon any such revocation, you must promptly destroy all materials downloaded or otherwise obtained from the Services, as well as all copies of such materials, whether made in accordance with these Terms or otherwise.
6.2 Prohibited Uses. Use of the Services for any illegal purpose, or any other purpose not expressly permitted in these Terms, is strictly prohibited. Without limitation, you will not:
7. LEGAL COMPLIANCE
9. EXCLUSIONS AND LIMITATIONS
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages such as below in Section 10. Accordingly, some of the below limitations may not apply to you. If you are a New Jersey resident, or a resident of another U.S. state that permits the exclusion of these warranties and liabilities, then the limitations in Section 10 specifically do apply to you.
10. WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY
TO THE FULL EXTENT PERMITTED BY LAW, THE SERVICES AND THEIR CONTENTS, WHETHER PROVIDED BY APCO, ITS LICENSORS, ITS VENDORS OR ITS USERS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED, LEGAL OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED. SPECIFICALLY, BUT WITHOUT LIMITATION, APCO DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT SHALL APCO OR ITS AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICES, OR ANY LINK PROVIDED ON THE SERVICES, WHETHER OR NOT APCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT PAID FOR THE PRODUCT OR SERVICE TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A PRODUCT OR SERVICE, $100.
APCO DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SERVICES, AND APCO WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. APCO WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.
If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This release includes the criminal acts of others.
12. THIRD-PARTY LINKS AND SERVICES
The Services may provide (1) information and content provided by third parties; (2) links to third-party websites or resources, such as sellers of goods and services; and (3) third-party products and services for sale directly to you. APCO is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for them. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.
13. MODIFICATION AND TERMINATION
13.1 Modification of Services. APCO reserves the right at any time to modify, temporarily or permanently, the Services (or any part thereof), with or without notice. APCO shall not be liable to you or any third party for any modification of the Services.
13.2 Termination. We may, in our sole and absolute discretion, terminate, suspend, or otherwise deny your access to all or part of the Services at any time for any or no reason at all, with or without notice to you. If we terminate your right to access the Services, these Terms will terminate and all rights you have to access the Services will immediately terminate; however, certain provisions of these Terms will still apply post termination, including without limitation, and as applicable, the Controlling Law provision.
14. NOTICE OF INTELLECTUAL PROPERTY INFRINGEMENT
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, it is the policy of APCO, in appropriate circumstances, to terminate the registration account of a user who is deemed to infringe third-party intellectual property rights and/or to remove user content that is deemed to be infringing. If you believe that your work has been copied in a way that constitutes copyright infringement and is displayed on the Services, please provide substantially the following information to our Copyright Agent (please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements):
APCO’s copyright agent can be reached as follows:
APCO Worldwide LLC
Attn: Copyright Agent
1299 Pennsylvania Avenue, NW, Suite 300, Washington, DC 20004 USA
Please note that the above contact information is for intellectual property infringement notices only. DO NOT CONTACT OUR COPYRIGHT AGENT FOR OTHER INQUIRIES OR QUESTIONS. For other inquiries or questions, please email us using the contact information listed below. Please also note that, pursuant to Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
15. CONTROLLING LAW
Please note that these Terms and their subject matter and its formation shall be construed in accordance with and governed by the laws of the State of New York notwithstanding its conflicts of law principles. Any dispute arising out of these terms and conditions or the use of this site shall be initiated and conducted in the state or federal courts of the State of New York, and you and APCO consent to the exclusive jurisdiction of such courts.
16. GENERAL TERMS
Under no circumstances shall APCO or its licensor or supplier be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control. Each of the provisions of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and APCO, and supersede any prior agreements between you and APCO on the subject matter, except as expressly provided herein. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by APCO without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect.
17. CONTACT US
If you have any questions about these Terms, please contact us at [email protected].